SHAREHOLDERS AGREEMENT dated as of [ ], 2011 among KINDER MORGAN, INC. and THE PERSONS SET FORTH ON THE SIGNATURE PAGES HERETO

pro rata among such Shareholders requesting to be included in such Demand Registration, on the basis of the number of such Registrable Securities requested to be included by such Shareholders; (iii) third, Class P Shares the Company proposes to sell; and (iv) fourth, all other securities of the Company duly requested to be included in such registration statement, pro rata on the basis of the amount of such other securities requested to be included or such other method determined by the Company.

(g)           Any time that a Demand Registration involves an Underwritten Offering, the Requesting Shareholders and representatives of the executive officers of the Company shall jointly participate in the process of selecting the investment banker or investment bankers and managers that will serve as lead and co-managing underwriters with respect to such Underwritten Offering; provided, that, notwithstanding the foregoing, the Requesting Shareholders representing a majority of the Registrable Securities proposed to be included in the Demand shall in their sole discretion make such ultimate selection, and shall have ultimate control and discretion over what process, if any, shall be used in such selection; and provided, further, that notwithstanding anything to the contrary in this Agreement or any corporate governance policy or similar document of the Company, the Board or any committee thereof applicable to related party transactions between the Company and Affiliates of the Investor Shareholders, there shall be no restriction on the identity of such Requesting Shareholders’ selections pursuant to this Section 5.1(g).

(h)           All rights of the Shareholders under this Section 5.1 shall be subject to the restrictions of Section 2.1.

SECTION 5.2.  PIGGYBACK REGISTRATION.

(a)           Subject to the terms and conditions hereof, whenever the Company proposes to register any of its securities under the Securities Act (other than a registration by the Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) a registration statement on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 5.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give each Shareholder prompt written notice thereof (but not less than fifteen (15) Business Days prior to the filing by the Company with the SEC of any registration statement with respe ct thereto).  Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number and type of securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a good faith estimate by the Company of the proposed minimum offering price of such securities.  Upon the written request of any Shareholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller) given within ten (10) calendar days after such Piggyback Notice is received by such Piggyback Seller, the Company, subject to the terms and conditions of this Agreement, shall use its reasonable best efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration, and, to the extent the Company

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proposes to register any of its Class P Shares, on the same terms and conditions as such Class P Shares.

(b)           If, in connection with a Piggyback Registration, any managing underwriter advises the Company in writing that, in its reasonable opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have Class P Shares of the Company registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of Class P Shares of the Company (such Persons being “Oth er Proposed Sellers”), as the case may be, would adversely affect the marketability of the securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such underwriter can be sold without such an effect, as follows and in the following order of priority:

(i)            if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of securities to be sold by the Company as the Company, in its reasonable judgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers and Class P Shares sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of Class P Shares proposed to be sold by such Piggyback Sellers and Other Demanding Sellers and (C) third, other Class P Shares proposed to be sold by any Other Proposed Sellers; or

(ii)           if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of Class P Shares sought to be registered by each Other Demanding Seller and the Piggyback Sellers pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers and Piggyback Sellers and (B) second, other Class P Shares proposed to be sold by any Other Proposed Sellers or to be sold by the Company as determined by the Company.

(c)           In connection with any Underwritten Offering under this Section 5.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Shareholder in the Underwritten Offering unless such Shareholder accepts the terms of the underwriting as agreed upon in good faith between the Company and the underwriters selected by the Company.

(d)           If, at any time after giving written notice of its intention to register any of its securities as set forth in this Section 5.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each Piggyback Seller within five (5) calendar days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration (but not from its obligation to pay the Registration Expenses in connection therewith as pro vided herein); provided, that

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Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 5.1.

(e)           All rights of the Shareholders under this Section 5.2 shall be subject to the restrictions of Section 2.1.

SECTION 5.3.  SHELF REGISTRATION.

(a)           Subject to Section 5.3(d), and further subject to the availability of a Registration Statement on Form S-3 or any successor form thereto (“Form S-3”) to the Company, any of the Demand Shareholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as soon as practicable (but no later than sixty (60) calendar days after the date the Shelf Notice is delivered), and to use reasonable best efforts to cause to be declared effective by the SEC as soon as practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of the Registrable Securities owned by such Demand Shareholders (or any of their Permitted Transferees), as the case may be, and any other Shareholder who elects to participate therein as provided in Section 5.3(b) in accordance with the plan and method of distribution set forth in the prospectus included in such Form S-3 (the “Shelf Registration Statement”).  To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”), the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto.  The Company shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period described in Section 5.3(c).

(b)           Within five (5) Business Days after receipt of a Shelf Notice pursuant to Section 5.3(a), the Company will deliver written notice thereof to each Shareholder.  Each other Shareholder may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) calendar days after the Shelf Notice is received by any such Shareholder.

(c)           Subject to Section 5.3(d), the Company will use reasonable best efforts to keep the Shelf Registration Statement continuously effective (including by filing any necessary post-effective amendments to such Shelf Registration Statement or new Shelf Registration Statements) until the earlier of (i) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities or (ii) the date on which the Investor Shareholders in the aggregate no longer hold Registrable Securities that represent at least 1.0% of the Total Voting Power.

(d)           Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the Shareholders who elected to participate in the Shelf Registration Statement, to require such Shareholders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period.  After the expiration of any Blackout Period and without

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any further request from a Shareholder, the Company shall immediately notify all such Shareholders and, to the extent necessary, shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(e)           All rights of the Shareholders under this Section 5.3 shall be subject to the restrictions of Section 2.1.

(f)            Each Demand Shareholder shall be entitled to demand such number of Shelf Registrations as shall be necessary to sell all of his or its Registrable Securities pursuant to this Section 5.3.

(g)           If at any time a Demand Shareholder elects to effect an Underwritten Offering pursuant to any Shelf Registration Statement, it shall advise the Company to such effect and the Company shall notify the other Shareholders who are participating in such Shelf Registration Statement of such election to the extent practicable.  To the extent such notice is practicable, each such Shareholder who elects, by delivering to the Company a written request to participate in such Underwritten Offering within the timeframe specified in the notice received by such Shareholder, shall be permitted to do so, subject to the same requirements and other provisions (including the priority provisions set forth in Section 5.1(f)) as would be appli cable to a Demand Registration, and Section 5.1(g) shall be applicable to such Underwritten Offering as if it were a Demand Registration.

SECTION 5.4.  WITHDRAWAL RIGHTS.  Any Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement.  In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement.  No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the cas e of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn.  During such ten (10) day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall

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use commercially reasonable efforts to prevent, the effectiveness thereof.  If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market cond itions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicable.

SECTION 5.5.  HOLDBACK AGREEMENTS.  Each of the Company and the Shareholders agrees to enter into separate, reasonable agreements restricting (to the extent not inconsistent with applicable law) the public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company to the extent customarily required by underwriting agreements in connection with underwritten offerings (if reasonably requested by the managing underwriter of such Underwritten Offering of Shares); provided, that this Section 5.5 shall only be applicable in respect of Underwritten Offerings of Shares involving anticipated gross proceeds of at least $500 million.  Notwithstanding anything to the contrary, none of the provisions of this Agreement shall in any way limit any of the Investor Shareholders or any of their Affiliates from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of their business.

SECTION 5.6.  REGISTRATION PROCEDURES.

(a)           If and whenever the Company is required to use reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Section 5.1, Section 5.2 and Section 5.3 the Company shall as expeditiously as reasonably possible:

(i)            prepare and file with the SEC a registration statement to effect such registration and thereafter use reasonable best efforts to cause such registration statement to become and remain effective pursuant to the terms of this Agreement; provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided, further that within a reasonable time before filing such registration statement or any amendments thereto (including prospectuses or supplements thereto), the Company will furnish to the counsel selected

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by the Shareholders which are including Registrable Securities in such registration (“Selling Shareholders”) copies of all such documents proposed to be filed, which documents will be subject to the review and comment of such counsel, and such review and comment to be conducted with reasonable promptness and the Company shall not file any such documents to which the Selling Shareholders (representing a majority of the Registrable Securities included in such registration) object, in writing, on a timely basis, based on any disclosure included therein that relates to such Selling Shareholders;

(ii)           prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement, in each case in accordance with the terms of this Article V;

(iii)          furnish to each Selling Shareholder and each underwriter, if any, of the securities being sold by such Selling Shareholder such number of conformed copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and each free writing prospectus (as defined in Rule 405 of the Securities Act) (a “Free Writing Prospectus”) utilized in connection therewith and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as such Selling Shareholder and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Selling Shareholder;

(iv)          use reasonable best efforts to register or qualify such Registrable Securities covered by such registration statement under such other securities laws or blue sky laws of such jurisdictions as any Selling Shareholder and any underwriter of the securities being sold by such Selling Shareholder shall reasonably request, and take any other action which may be reasonably necessary or advisable to enable such Selling Shareholder and underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Selling Shareholder, except that the Company shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (iv) be obligated to be so qualified, (B) subject itself to taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction;

(v)           use reasonable best efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Stock Market;

(vi)          use reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other

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governmental agencies or authorities as may be necessary to enable the Selling Shareholder(s) thereof to consummate the disposition of such Registrable Securities;

(vii)         in connection with an Underwritten Offering, obtain for each Selling Shareholder and underwriter:

(A)          an opinion of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Shareholder and underwriters, and

(B)           a “comfort” letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent public accountants who have certified the Company’s financial statements included in such registration statement;

(viii)        promptly make available for inspection by any Selling Shareholder, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such Selling Shareholder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to (x) supply all information requested by any such Inspector in connection with such registration statement and (y) be re asonably available for due diligence discussions and sessions (taking into account the Company’s business needs); provided, however, that, the disclosure of such Records may be subject to the execution by such Selling Shareholder or other Inspector of a customary confidentiality agreement in a form which is reasonably satisfactory to the Company;

(ix)           promptly notify in writing each Selling Shareholder and the underwriters, if any, of the following events:

(A)          the filing of the registration statement, any amendment thereto, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement or any Free Writing Prospectus utilized in connection therewith, and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective;

(B)           any request by the SEC or any other Government Entity for amendments or supplements to the registration statement or the prospectus or for additional information;

(C)           the issuance by the SEC or any other Government Entity of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; and

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(D)          the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose;

(x)            notify in writing each Selling Shareholder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, at the request of any Selling Shareholder, promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrab le Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(xi)           use reasonable best efforts to prevent, and obtain the withdrawal of, any order suspending the effectiveness of such registration statement;

(xii)          otherwise use reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to Selling Shareholders, as soon as reasonably practicable, an earnings statement of the Company covering the period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first day of the Company’s first full quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(xiii)         use its reasonable best efforts to assist Selling Shareholders who made a request to the Company to provide for a third party “market maker” for the Class P Shares;

(xiv)        cooperate with the Selling Shareholders and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such Selling Shareholders may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates; and

(xv)         in the case of an Underwritten Offering, cause the appropriate officers of the Company to use reasonable best efforts to facilitate all offerings, including with respect to preparing marketing and offering materials, preparing, making presentations at, and otherwise participating in any “road shows” (domestic and foreign) and analysts and rating agencies calls and meetings, as the case may be, and other information meetings and customary marketing activities organized by the underwriters,

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and otherwise using their reasonable best efforts to cooperate as reasonably requested by the Selling Shareholders and the underwriters in the offering, marketing or selling of the Registrable Securities; provided, that in the case of an Underwritten Offering involving anticipated gross proceeds of at least $500 million (as determined in good faith by the Requesting Shareholders (or the Demand Shareholders who have elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement)), the reference to “the appropriate officers” shall be deemed to include the Chief Executive Officer and the President of the Company.

The Company may require each Selling Shareholder and each underwriter, if any, to furnish the Company in writing such information regarding each Selling Shareholder or underwriter and the distribution of such Registrable Securities as the Company may from time to time reasonably request to complete or amend the information required by such registration statement.

(b)           Without limiting any of the foregoing, in the event that the offering of Registrable Securities is to be made by or through an underwriter, the Company, if requested by the underwriter, shall enter into an underwriting agreement with a managing underwriter or underwriters in connection with such offering containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained herein) by an issuer of common stock in such underwriting agreements.

(c)           Each Selling Shareholder agrees that upon receipt of any written notice from the Company of the happening of any event of the kind described in Section 5.6(a)(x), such Selling Shareholder shall forthwith discontinue such Selling Shareholder’s disposition of Registrable Securities pursuant to the applicable registration statement and prospectus relating thereto until such Selling Shareholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.6(a)(x) and, if so directed by the Company, deliver to the Company, at the Company’s expense, all copies, other than permanent file copies, then in such Selling Shareholder’s possession of the prospectus current at the time of receipt of such notice relating to such Registrable Securities.  In the event the Company shall give such notice, any applicable one hundred twenty (120) day period during which such registration statement must remain effective pursuant to this Agreement shall be extended by the number of days during the period from the date of giving of a written notice regarding the happening of an event of the kind described in Section 5.6(a)(x) to the date when all such Selling Shareholders shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the SEC.

(d)           With a view to making available to the holders of Registrable Securities the benefits of Rule 144 under the Securities Act and any other rule or regulation of the SEC that may at any time permit a holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3 (or any successor form), the Company shall:

(i)            make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act;

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(ii)           use reasonable best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act, at any time after the Company has become subject to such reporting requirements; and

(iii)          furnish to any holder so long as the holder owns Registrable Securities, promptly upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act and of the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed or furnished by the Company as such holder may request in connection with the sale of Registrable Securities without registration.

(e)           The Company shall use its reasonable best efforts to take all action necessary or appropriate upon the request of any Investor Shareholder to ensure that Class A Shareholders are, from and after the date hereof, able to convert their Class A Shares into Class P Shares in a timely manner in order to permit the timely Transfer of such Class P Shares (to the extent Class P Shares could otherwise then be Transferred if they were already outstanding), as contemplated by the Charter, and shall not take or cause to be taken (including through the Company’s transfer agent) any action inconsistent with the foregoing.  Without limiting the generality of the foregoing, the Company shall comply with all applicable securities or other laws in connection with the foregoing, and take all reasonable action necessary or appropriate to restructure the Shares at the request of the Investor Shareholders holding a majority of the Total Voting Power held by the Investor Shareholders at such time in the event that any applicable law adversely affects the ability of Class A Shareholders to convert Class A Shares into Class P Shares in a timely manner in order to permit the timely Transfer of such Class P Shares (to the extent Class P Shares could otherwise then be Transferred if they were already outstanding), as contemplated by the Charter; provided, that in such event, the Company shall not be required to take any action pursuant to this Section 5.6(e) that would result in the failure following such restructuring to preserve in all material respects the economic and other rights (including conversion, Transfer, distribution, and governance rights as set forth in the Charter, the Bylaws and this Agreement) and characteristics and tax treatment, including on a relative basis, of the Investor Shareholders, the Class A Shares, the Class B Shares, the Class C Shares and the Class P Shares, as they exist immediately prior to such restructuring.

(f)            The Company shall prepare and shall use its best efforts to obtain and keep in force such governmental and/or regulatory permits or other authorizations as may be required by law in order to enable the Company lawfully to issue and deliver such number of Class P Shares as shall from time to time be sufficient to effect the conversion of all Class A Shares, Class B Shares and Class C Shares then outstanding.  The Company shall use its reasonable best efforts to (i) procure, at its sole expense, the listing of the Class P Shares issuable upon conversion of the Class A Shares, Class B Shares or Class C Shares at any time, subject to issuance or notice of issuance, on the New York Stock Exchange and (ii) maintain such listing of such Class P Shares at all times after issuance.

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SECTION 5.7.  REGISTRATION EXPENSES.

All expenses incident to the Company’s performance of, or compliance with, its obligations under this Agreement, including all registration and filing fees, all fees and expenses of compliance with securities and “blue sky” laws, all fees and expenses associated with filings required to be made with the NASD (including, if applicable, the fees and expenses of any “qualified independent underwriter” as such term is defined in Schedule E of the By-Laws of the NASD), all fees and expenses of compliance with securities and “blue sky” laws, all printing (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with the Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by a holder of Registrable Securities) and copying expenses, all messenger and delivery expenses, all fees and expenses of the Company’s independent certified public accountants and counsel (including with respect to “comfort” letters and opinions) and fees and expenses of one firm of counsel to the Shareholders selling in such registration (which firm shall be selected by the Shareholders selling in such registration that hold a majority of the Registrable Securities included in such registration) (collectively, the “Registration Expenses”) shall be borne by the Company, regardless of whether a registration is effected.  The Company will pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties, the expense of any annual audit and the expense of any liability insurance) and the expenses and fees for listing the securities to be registered on each securities exchange and included in each established over-the-counter market on which similar securities issued by the Company are then listed or traded.& #160; Each Selling Shareholder shall pay its portion of all underwriting discounts and commissions and transfer taxes, if any, relating to the sale of such Selling Shareholder’s Registrable Securities pursuant to any registration.

SECTION 5.8.  REGISTRATION INDEMNIFICATION.

(a)           By the Company.  The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder and its Affiliates and their respective officers, directors, employees, managers, partners and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder or such other indemnified Person from and against all losses, claims, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (collectively, the “Losses”) caused by, resulting fr om or relating to (i) violations of any applicable securities law by the Company in connection with any registration or offering undertaken pursuant to the terms of this Article V (except to the extent any such violations were caused by actions or inactions of such Selling Shareholder in such registration or offering) or (ii) any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as the same are caused by any information furnished in writing to the Company by such Selling Shareholder expressly for use therein.  In connection with an Underwritten Offering and without limiting any of the Company’s other ob ligations under this Agreement, the Company shall also indemnify such underwriters to the extent customarily provided.  Reimbursements payable

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pursuant to the indemnification contemplated by this Section 5.8(a) will be made by periodic payments during the course of any investigation or defense, as and when bills are received or expenses incurred.

(b)           By the Selling Shareholders.  In connection with any registration statement in which a Shareholder is participating, each such Selling Shareholder will furnish to the Company in writing information regarding such Selling Shareholder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its Affiliates and their respective directors, officers, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Company or such other indemnifi ed Person against all Losses caused by any untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or omission is caused by and contained in such information so furnished in writing by such Selling Shareholder expressly for use therein; provided, however, that each Selling Shareholder’s obligation to indemnify the Company hereunder shall, to the extent more than one (1) Selling Shareholder is subject to the same indemnification obligation, be apportioned between each Selling Shareholder based upon the net amount received by each Selling Shareholder from the sale of Registrable Securities, as compared to the total net amount received by all of the Selling Shareholders of Registrable Securities sold pursuant to such registration statement.  Notwithstanding the foregoing, no Selling Shareholder shall be liable to the Company for amounts in excess of the lesser of (i) such apportionment and (ii) the net amount received by such holder in the offering giving rise to such liability.

(c)           Notice.  Any Person entitled to indemnification hereunder shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification; provided, however, the failure to give such notice shall not release the indemnifying party from its obligation, except to the extent that the indemnifying party has been actually and materially prejudiced by such failure to provide such notice on a timely basis.

(d)           Defense of Actions.  In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and set tle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party or (ii) the indemnifying

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party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in either event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel).  An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld).  The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence).  No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemn ified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement (i) does not include an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action or claim, (ii) includes any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of an indemnified party, or (iii) imposes any obligation on the indemnified party).

(e)           Survival.  The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person and will survive the Transfer of the Registrable Securities and the termination of this Agreement.

(f)            Contribution.  If recovery is not available under the foregoing indemnification provisions for any reason or reasons other than as specified therein, any Person who would otherwise be entitled to indemnification by the terms thereof shall nevertheless be entitled to contribution with respect to any Losses with respect to which such Person would be entitled to such indemnification but for such reason or reasons.  In determining the amount of contribution to which the respective Persons are entitled, there shall be considered the Persons’ relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission, and other equitable considerations appropriate under the circumstances.  It is hereby agreed that it would not necessarily be equitable if the amount of such contribution were determined by pro rata or per capita allocation.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not found guilty of such fraudulent misrepresentation.  Notwithstanding the foregoing, no Selling Shareholder or Transferee thereof shall be required to make a contribution in excess of the net amount received by such holder from its sale of Registrable Securities in connection with the offering that gave rise to the contribution obligation.

(g)           IPO.  The provisions of paragraphs (a) through (f) of this Section 5.8 shall apply in all respects to the IPO, mutatis mutandis.

SECTION 5.9.  CHANGE OF CONTROL OR OTHER TRANSACTIONS.

(a)           The Company shall not, directly or indirectly, effect a merger, amalgamation, consolidation, business combination, change of control or reorganization event or similar transaction or series of transactions of the Company in which the Company shall not be the surviving entity unless the proposed surviving entity shall, prior to effecting such transaction,

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agree in writing to assume the obligations of the Company under this Article V, and for that purpose references hereunder to “Registrable Securities” shall be appropriately and equitably adjusted (to the reasonable satisfaction of the Demand Shareholders); provided, however, that the provisions of this Section 5.9 shall not apply in the event of a Cash Change of Control.

(b)           If requested by the Demand Shareholders, the proposed surviving entity referred to in Section 5.9(a) above shall further evidence such surviving entity’s obligations under this Section 5.9 by executing and delivering to the Shareholders a written agreement to such effect in form and substance reasonably satisfactory to the Demand Shareholders.

SECTION 5.10.   MISCELLANEOUS.

(a)           Request for Information.  Not less than fifteen (15) Business Days before the expected filing date of each registration statement pursuant to this Agreement, the Company shall notify in writing each Shareholder who has timely provided the requisite notice hereunder entitling the Shareholder to register Registrable Securities in such registration statement, and provide copies, of the information, documents and instruments from such Shareholder that the Company or any underwriter reasonably requests in connection with such registration statement, including, but not limited to a questionnaire, custody agreement, power of attorney, lock-up letter and underwr iting agreement (in each case in customary form and substance) (the “Requested Information”).  If the Company has not received, on or before the second day before the expected filing date, the Requested Information from such Shareholder, the Company may file the Registration Statement without including Registrable Securities of such Shareholder.  The failure to so include in any registration statement the Registrable Securities of a Shareholder (with regard to that registration statement) shall not in and of itself result in any liability on the part of the Company to such Shareholder.

(b)           No Inconsistent Agreements; Grant of Future Registration Rights.  The Company will not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the holders of Registrable Securities in this Agreement. The Company shall not grant any shelf, demand, piggyback or incidental registration rights that are pari passu or senior to the rights granted to the Shareholders hereunder to any other Person without the prior written consent of (i) Shareholders holding a majority of the Registrable Securities held by al l Shareholders and (ii) Investor Shareholders holding a majority of the Registrable Securities held by all Investor Shareholders so long as the Investor Shareholders in the aggregate hold Registrable Securities representing at least 1.0% of the Total Voting Power.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

SECTION 6.1.  REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS.  Each Shareholder severally, and not jointly, represents and warrants to the Company and to each other Shareholder that (a) such Shareholder is duly authorized to execute, deliver and perform this Agreement; (b) this Agreement has been duly executed by such Shareholder or his, her or its attorney-in-fact on behalf of such Shareholder and is a valid and

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binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms; (c) the execution, delivery and performance by such Shareholder of this Agreement does not violate or conflict with or result in a breach of or constitute (or with notice or lapse of time or both constitute) a default under any agreement to which such Shareholder is a party or, if applicable, the organizational documents of such Shareholder; (d) such Shareholder has good and marketable title to the Shares owned by such Shareholder as of the date hereof free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind, other than pursuant to this Agreement and the Charter; and (e) such Shareholder is not a party to any agreement, contract or other arrangement to Transfer any of its Shares and, except for sales of Class P Shares pursuant to, and to the extent provided in, the IPO Registration Statement, has no present plan or intention to Transfer any of its Shares.

SECTION 6.2.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The Company represents and warrants to the Shareholders that (a) the Company is duly authorized to execute, deliver and perform this Agreement; (b) this Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms; and (c) the execution, delivery and performance by the Company of this Agreement does not violate or conflict with or result in a breach by the Company of or constitute (or with notice or lapse of time or both constitute) a default by the Company under its Charter or Bylaws, any existing applicable law, rule, regulation, judgment, order, or decree of any Governmental Entity exercising any statutory or regulatory authority of any of the foregoing, domestic or for eign, having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties or assets, or any agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound.

ARTICLE VII

MISCELLANEOUS

SECTION 7.1.  NOTICES.  All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in a written instrument and shall be deemed given (i) when delivered in person (with written confirmation of receipt), (ii) when sent by facsimile (with written confirmation of transmission) or (iii) one (1) Business Day following the day sent by nationally recognized overnight courier (with written confirmation of receipt), and in each case addressed to such party at the address or facsimile number set forth below or such other address or facsimile number as may hereafter be designated in writing by such party to the other parties

(a)           If to the Company, to:

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(b)           If to any of the Investor Shareholders, to:

(c)           If to any of the other Shareholders, to the address and facsimile set forth in the records of the Company for such Shareholder.

(d)           Each Shareholder consents to notices or instructions relating to any conversion of Class A Shares, Class B Shares or Class C Shares into Class P Shares in accordance with the Charter being given by email to the email addresses provided by the notice recipient in connection therewith.

SECTION 7.2.  INTERPRETATION.

(a)           The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  Whenever the words “included”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”  Whenever an action, consent or determination of the Investor Shareholders, as a group, is contemplated by this Agreement, unless otherwise specified in this Agreement, such action, consent or determination shall require the approval of Investor Shareholders holding Voting Securities representing a majority of the Total Voting Power of all Voting Securities then held by the Investor Shareholders.  Whenever an action, consent or determination of a particular Investor Shareholder is contemplated by this Agreement, unless otherwise specified in this Agreement, such action, consent or determination shall require the approval of the Shareholders within the definition of such particular Investor Shareholder who hold Voting Securities representing a majority of the Total Voting Power of all Voting Securities then held by such Investor Shareholder.

(b)           The parties hereto acknowledge (i) that as a material condition and inducement to the Shareholders entering into this Agreement, the Shareholders have approved the conversion of Kinder Morgan Holdco LLC into Kinder Morgan, Inc., and the Company’s adoption of the Charter and the Bylaws and that the Shareholders would not have entered into this Agreement without the terms and conditions of (including the rights, and obligations in favor, of the Shareholders set forth in) the Charter and the Bylaws, respectively, (ii) that as a material condition and inducement to the Shareholders approving such conversion and the adoption of the Charter and the Bylaws, the parties agreed to enter into this Agreement on the terms and con ditions set forth herein, and that the Shareholders would not have approved such

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conversion and the adoption of the Charter and the Bylaws without such agreement to enter into this Agreement on the terms and conditions (including the rights, and obligations in favor, of the Shareholders) as specifically set forth herein, and (iii) that the foregoing clauses (i) and (ii) are material terms of this Agreement.  The parties hereto further acknowledge that each of the Charter and the Bylaws may be amended in accordance with their terms after the date of this Agreement and that this Section 7.2 shall in no way prevent the Company from effecting any such amendments.

SECTION 7.3.  SEVERABILITY.  The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.  If any provision of this Agreement, or the application thereof to any Person or any circumstance, is found to be invalid or unenforceable in any jurisdiction, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the appl ication thereof, in any other jurisdiction.

SECTION 7.4.  COUNTERPARTS.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall, taken together, be considered one and the same agreement, it being understood that all parties need not sign the same counterpart.

SECTION 7.5.  ADJUSTMENTS UPON CHANGE OF CAPITALIZATION.  If, and as often as, there is any change in the outstanding Class A Shares, Class B Shares, Class C Shares or Class P Shares, as applicable, by reason of stock dividends, splits, reverse splits, spin-offs, split-ups, reclassifications, reorganizations, recapitalizations, combinations or exchanges of shares and the like (other than as contemplated by Article Fourth (except for Section F of such Article) of the Charter), appropriate adjustment shall be made in the provisions contained in Section 2.1(a) so as to fairly and equitably preserve, as far as practicable, the rights and obligations set forth therein that continue to be applicable on the date of such change.  In furtherance and not in limitation of the foregoing, references to numbers of Shares shall be adjusted as appropriate to reflect any of the adjustments referred to above in this Section 7.5.  For clarification, this Section 7.5 shall not apply to a Non-Cash Change of Control, with respect to which Section 3.6(h) shall apply.

SECTION 7.6.  ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES.  This Agreement (a) constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended to confer upon any Person, other than the parties hereto, except as provided in Section 3.1(e), Section 5.8(a), Section 5.8(b) and Section 7.12(e), any rights or remedies hereunder.  Section 3.1 and Section 3.5 of this Agreement are not for the benefit of, and shall not be enforceable by, the Remaining Original Shareholders.

SECTION 7.7.  FURTHER ASSURANCES.  Each party shall execute, deliver, acknowledge and file such other documents and take such further actions as may be reasonably

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requested from time to time by the other parties hereto to give effect to and carry out the transactions contemplated herein.

SECTION 7.8.  GOVERNING LAW; EQUITABLE REMEDIES.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF).  The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or was otherwise breached.  It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions and other equitable remedies to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any of the Selected Courts, this being in addition to any other remedy to which they are entitled at law or in equity.  Any requirements for the securing or posting of any bond with respect to such remedy are hereby w aived by each of the parties hereto.  Each party further agrees that, in the event of any action for an injunction or other equitable remedy in respect of such breach or enforcement of specific performance, it will not assert the defense that a remedy at law would be adequate.

SECTION 7.9.  CONSENT TO JURISDICTION.  With respect to any suit, action or proceeding (“Proceeding”) arising out of or relating to this Agreement or any transaction contemplated hereby each of the parties hereto hereby irrevocably (i) submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York or the Court of Chancery located in the State of Delaware, County of New Castle (the “Selected Courts”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Proceeding other than before one of the Selected Courts; provided, however, that a party may commence any Proceeding in a court other than a Selected Court solely for the purpose of enforcing an order or judgment issued by one of the Selected Courts; (ii) consents to service of process in any Proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to the Company or the Shareholders at their respective addresses referred to in Section 7.1 hereof; provided, however, that nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law; and (iii) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES TO IRREVOCABLY WAIVE ITS RIGHT TO TRIAL BY JURY.  ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

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SECTION 7.10.  AMENDMENTS; WAIVERS.

(a)                                  No provision of this Agreement may be amended or modified unless such amendment or modification is in writing and signed by (i) in the case of an amendment or modification that would modify the rights or obligations of the Company, the Company and (ii) (x) (A) Kinder (so long as Kinder (together with his Permitted Transferees) owns at least 1.0% of the Total Voting Power), (B) the Investor Shareholders holding Voting Securities representing a majority of the Total Voting Power then held by the Investor Shareholders (so long as the Investor Shareholders own at least an aggregate amount of 1.0% of the To tal Voting Power), (C) in the case of an amendment or modification with respect to Articles II, III or IV or this Section 7.10, the Investor Shareholders holding Voting Securities representing at least two-thirds of the Total Voting Power then held by the Investor Shareholders (so long as the Investor Shareholders own at least an aggregate amount of 1.0% of the Total Voting Power), (D) in the case of an amendment or modification that would modify the rights or obligations of any Investor Shareholder adversely, such Investor Shareholder so affected (so long as such Investor Shareholder owns any Voting Securities), (E) the holders of Voting Securities representing a majority of the Total Voting Power then held by the Remaining Original Shareholders (so long as (1) the Remaining Original Shareholders hold a majority of the Total Voting Power held by the Original Shareholders on the date of this Agreement and (2) the applicable amendment or modification would modify the rights or obligations of the Remaining Original Shareholders (taken as a whole) adversely and differently from other Shareholders of the same class or classes), (F) in the case of an amendment or modification that would modify the rights or obligations of the holders of Class B Shares (taken as a whole) adversely as compared to the holders of other classes of Common Stock of the Company, the holders of Class B Shares holding Class B Shares representing a majority of the issued and outstanding Class B Shares, and (G) in the case of an amendment or modification that would modify the rights or obligations of the holders of Class C Shares (taken as a whole) adversely as compared to the holders of other classes of Common Stock of the Company, the holders of Class C Shares holding Class C Shares representing a majority of the issued and outstanding Class C Shares or (y) if no parties meet the conditions set forth in clauses (A), (B), (C), (D), (E), (F) or (G) of clause (x) above, then the Shareholders representing a majori ty of the Total Voting Power then held by Shareholders who are party to this Agreement.

(b)                                 No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege; provided, that any party may waive (in whole or in part) any of its rights under this Agreement; provided, further, that any such waiver shall only be valid if set forth in an instrument in writing signed by the party to be bound thereby.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

SECTION 7.11.  ASSIGNMENT.  Neither this Agreement nor any of the rights or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties.  Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

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SECTION 7.12.  INDEMNIFICATION AND EXPENSES.

(a)                                  To the extent not previously paid pursuant to Section 4.12(e) of the Prior Agreement, the Company shall (and each of the Shareholders shall take all actions in its capacity as a shareholder necessary to) cause KMI to promptly pay or reimburse each Shareholder for any and all out-of-pocket fees and expenses (including the fees and expenses of legal counsel, accountants, financial advisors and other consultants or advisors) incurred by such Shareholder or its Affiliates (i) as of or prior to the date hereof in connection with the Agreement and Plan of Merger dated as of August 28, 2006 among KMI, Knight Acquisition Co. and the Company (the “Merger Agreement”) and the transactions contemplated thereby and (ii) as of, prior to or after the date hereof in connection with any shareholder litigation in connection with the Merger Agreement or the transactions contemplated thereby, including any amounts paid as damages or in settlement thereof.  Any fees and expenses for which any Shareholder is entitled to payment or reimbursement pursuant to clause (ii) of the preceding sentence shall be paid or reimbursed promptly after such fees or expenses are incurred by such Shareholder and notice thereof is provided to the Company.

(b)                                 From and after the date hereof, all reasonable fees and expenses of each Investor Shareholder (with respect to all periods prior to such Investor Shareholder ceasing to hold Class A Shares or Related Shares) and their counsel related to the administration of, and their rights and obligations under, the Charter, Bylaws and this Agreement shall be borne by the Company, provided, that such fees and expenses must be approved in advance by the Company (such approval not to be unreasonably withheld or delayed).

(c)                                  All  fees and expenses (including legal and other advisory fees and expenses) of the Investor Shareholders and their Affiliates incident to the IPO, including with respect to the evaluation, preparation, negotiation, structuring (tax, accounting, legal or otherwise), implementation and consummation thereof, and with respect to previously contemplated potential structures for an initial public offering of Knight Holdco LLC (or Subsidiaries or parent companies of Knight Holdco LLC) pursuant to the Prior Agreement, shall be borne by the Company, and shall be paid or reimbursed promptly after presenta tion of an invoice.  For the avoidance of doubt, the Company shall not be responsible for any underwriting discounts or commissions or for fees and expenses of any Investor Shareholder or its Affiliates in their capacity as an underwriter of the IPO pursuant to this Section 7.12(c).

(d)                                 With respect to any indemnification obligations of the Company pursuant to Section 5.8 and Section 7.12 of this Agreement, the Company hereby acknowledges and agrees (i) that it is the indemnitor of first resort with respect to all indemnification obligations of the Company pursuant to Section 5.8 and Section 7.12 of this Agreement (i.e., its obligations to an applicable indemnitee are primary and any obligation of the Investor Shareholders and their Affiliates (collectively, the “Fund Indemnitors”) to advance expenses or to provide indemnification and/or i nsurance for the same expenses or liabilities incurred by such indemnitee are secondary) and (ii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof.  For clarification, this Section 7.12(d) shall have no impact on the Selling Shareholders’ indemnification obligations under Section 5.8(b) of this

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Agreement or the parties’ respective contribution obligations as set forth under Section 5.8(f), and the Company is not waiving, relinquishing or releasing any claims against the Selling Shareholders that may arise under Section 5.8(b) or, with respect to the parties’ respective contribution obligations, Section 5.8(f).

(e)                                  (i)                                     Each Person that is included within the definition of a particular Investor Shareholder acknowledges and agrees that it shall be jointly and severally liable for all obligations of any Class A Shareholder under Section 2.3(b) of this Agreement (arising in respect of such Investor Shareh older’s Class A Series) if such Class A Shareholder also is within the definition of such particular Investor Shareholder.

(ii)                                  In the event that any Person (the “Applicable Seller”) included within the definition of a particular Investor Shareholder converts any Class A Shares in order to Transfer Class P Shares at a time when all other holders of Class A Shares of such Investor Shareholder’s Class A Series are not converting the same pro rata share of their Class A Shares in order to Transfer Class P Shares (such conversion and Transfer by the Applicable Seller, the “Applicable Transaction”), each Person that is included within the definition of such Investor Shareholder (the “ ;Indemnifying Shareholders”) agrees to, jointly and severally, indemnify and hold harmless, to the fullest extent permitted by law, each of the Company, and its officers, directors, employees and agents, the holders of Class B Shares in such series and the holders of Class C Shares in such series from and against all Losses caused by, resulting from or relating to any lawsuit, claim, litigation or proceeding in which the indemnified party is included, brought by one or more investors or partners in any Person that is included within such definition of such particular Investor Shareholder, alleging a Loss based on the non-pro rata nature of the Applicable Transaction; provided, that this Section 7.12(e) shall be the sole and exclusive remedy of the indemnified parties with respect to any such Losses caused by, resulting from or relating to any such lawsuit, claim, litigation or proceeding.

SECTION 7.13.  INFORMATION; DUTIES.

(a)                                  The Company and the Shareholders agree that, notwithstanding anything to the contrary in any other agreement or at law or in equity, when any of the Shareholders (in their capacity as Shareholders) takes any action under this Agreement to give or withhold its consent in its capacity as a Shareholder, such Person shall, to the fullest extent permitted by law, have no duty to consider the interests of the Company or the other Shareholders or any other shareholders of the Company and may act exclusively in its and its Affiliates’ own interests; provided, however, that the foregoing shal l in no way affect the obligations of the parties to comply with the provisions of this Agreement.

(b)                                 To the fullest extent permitted by applicable law, the Company, on behalf of itself and its wholly-owned Subsidiaries, hereby renounces any interest or expectancy of the Company and its wholly-owned Subsidiaries in, or in being offered an opportunity to participate in, business opportunities (including any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company or any of its Subsidiaries or

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any dealings with customers or clients of the Company or any of its Subsidiaries) that are from time to time presented to an Investor Shareholder (or any director nominated by such Investor Shareholder) while such Investor Shareholder is a holder of Class A Shares or Related Shares, or any of its managers, officers, directors, agents, stockholders, members, partners, Affiliates and Subsidiaries (other than the Company and its wholly-owned Subsidiaries) (each, an “Investor Party”), even if the opportunity is one that the Company or its wholly-owned Subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and each such Investor Party (and any director nominated by such Investor Party) shall have no duty to communicate or offer such business opportunity to the Company or any of its wholly-owned Subsidiaries and, to the full est extent permitted by applicable law, shall not be liable to the Company or any of its wholly-owned Subsidiaries for breach of any fiduciary or other duty, as a director or otherwise, by reason of the fact that such Investor Party  pursues or acquires such business opportunity, directs such business opportunity to another Person or fails to present such business opportunity, or information regarding such business opportunity, to the Company or its wholly-owned Subsidiaries.  Notwithstanding the foregoing, an Investor Party who is a director of the Company or one of its wholly-owned Subsidiaries and who is offered a business opportunity solely in such capacity (a “Directed Opportunity”) shall be obligated to communicate such Directed Opportunity to the Company, provided, however, that all of the protections of this Section 7.13(b) shall otherwise apply to the Investor Party with respect to such Directed Opportunity, including the ability of the Investor Party to pursue or acquire such Directed Opportunity or to direct such Directed Opportunity to another Person; provided, further, that the provisions of this Section 7.13(b) shall in no way limit any confidentiality obligations of a director existing under applicable law.  For clarification, neither the Company nor any or its Subsidiaries renounces or waives its ability to pursue, compete for, acquire or otherwise undertake any opportunity, and the Company and its Subsidiaries may do so, whether or not such opportunity is presented or offered to them or to any other Person, including those mentioned above.

(c)                                  Without limiting the foregoing, each director nominated by an Investor Shareholder shall recuse himself or herself from any portion of any Board or committee meeting if (i) such director has actual knowledge that the Investor Shareholder that nominated such director, or one of its controlled Affiliates, is engaged in, pursuing or evaluating any business opportunity that such director has actual knowledge that the Company or any of its Subsidiaries is either currently engaged in, pursuing or evaluating and the participation of such director would create a conflict of interest and (ii) such business oppo rtunity is being discussed during such portion of such meeting (provided, that for the avoidance of doubt, no such director shall be deemed to be in breach of his or her obligations pursuant to this sentence so long as such director recuses himself or herself from such portion of such meeting as promptly as practicable following the time in which it becomes reasonably apparent that such business opportunity is being discussed).

(d)                                 The Company shall not adopt any governance document, including any committee charters and any corporate governance or other similar board or committee policies, inconsistent with the provisions of this Section 7.13.

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SECTION 7.14.   FAIR DEALING.  Neither the Company nor Kinder, on the one hand, or the Investor Shareholders, on the other hand, shall take, or cause to be taken, any action with an intent of depriving the other side of any of the benefits of or impairing any of the other side’s rights under the Charter, the Bylaws or this Agreement.

SECTION 7.15.  USE OF THE COMPANY’S LOGO.  The Company hereby is deemed to grant the Investor Shareholders permission to use the Company’s name and logo in the Investor Shareholders’ marketing materials in which the Company’s name and logo appear.

SECTION 7.16.  TAX MATTERS.

(a)                                  Each holder of Class B Shares and Class C Shares hereby agrees that, unless and until there is no Substantial Authority Opinion rendered in the then current calendar year by the deadline specified in Section 7.16(e)(ii) (or there is no Substantial Authority Opinion rendered in a prior calendar year that the rendering nationally recognized law firm or accounting firm has confirmed in the then current calendar year by the deadline specified in Section 7.16(e)(ii) can be relied upon by the Cl ass B Shareholders and Class C Shareholders for the then current calendar year) (the absence of such Substantial Authority Opinion (or confirmation) by the deadline specified in Section 7.16(e)(ii), an “Opinion Event”), and except (i) subsequent to a settlement or resolution of a Related Tax Liability asserted in a Tax Proceeding of another Affected Class B/C Holder with respect to which such other Affected Class B/C Holder has no right to appeal (but only if such other Affected Class B/C Holder did not breach this Section 7.16(a) or the penultimate sentence of Section 7.16(c) and only to the extent consistent with such settlement or resolution), (ii) subject to the penultimate sentence of Section 7.16(c), in settlement or resolution of a Related Tax Liability of such holder asserted in a Tax Proceeding and subsequent thereto or (iii) subsequent to the payment by another Affected Class B/C Holder of a Related Tax Liability in connection with a Tax Event (other tha n a payment of Tax where the taxpayer retains the right to sue for a refund of such Tax) (but only if such other Affected Class B/C Holder did not breach this Section 7.16(a) or the penultimate sentence of Section 7.16(c) and only to the extent consistent with such other Affected Class B/C Holder’s position with respect to such Related Tax Liability in connection with such Tax Event), such holder shall not take the position during such calendar year, for Income Tax purposes, including on any Income Tax return or in connection with a Tax Proceeding, that any Income Taxes are due or payable (or reduce a refund of Income Taxes otherwise receivable) with respect to such holder’s Class B Shares or Class C Shares by reason of the occurrence of one or more transactions or events that are deemed, for applicable Income Tax purposes, to have the result of the receipt of property by some shareholders and an increase in the proportionate interests o f such holder of Class B Shares or Class C Shares, as applicable, in the assets or earnings and profits of the Company (such Income Tax, a “Specified Income Tax” and such position, an “Adverse Position”); provided, that notwithstanding an Opinion Event, unless an exception set forth in clause (i), (ii) or (iii) above applies, such holder of Class B Shares or Class C Shares shall not take an Adverse Position during such calendar year (q) without providing, following such Opinion Event, at least 14 days prior written notice to the Class A Representative, in order to provide an opportunity for the Class A Representative to obtain a Substantial Authority Opinion within 14 days from the receipt of such notice (provided, however, that the failure to provide such notice shall not constitute a breach of this Section 7.16(a) unless the Company shall

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have breached its obligation to give notice of such Opinion Event under Section 7.16(e) and the Class A Representative demonstrates that it could have obtained a Substantial Authority Opinion prior to the taking of such Adverse Position had such notice been duly and timely provided) and (r) absent a Substantial Authority Opinion having been rendered by the 14-day deadline described in clause (q), in a manner inconsistent with any Alternative Authority Opinion delivered by the Class A Representative to such Affected Class B/C Holder by such deadline.

(b)                                 An Affected Class B/C Holder shall not be entitled to an Accelerated Conversion or a Cash Loan with respect to a Related Tax Liability following a breach by such Affected Class B/C Holder of Section 7.16(a) (other than a breach by such Affected Class B/C Holder of Section 7.16(a) by reason of a breach by any Affected Class B/C Holder of the penultimate sentence in Section 7.16(c)).  For clarity, without limiting any other remedies available to the parties with respect to breaches of this Section 7.16, no breach by an Affected Cl ass B/C Holder of any other provision of this Section 7.16 will deprive such holder from receiving an acceleration under Section D.3 of Article Fourth of the Charter.

(c)                                  In the event a Tax Proceeding is commenced with respect to a Related Tax Liability of a holder of Class B Shares or Class C Shares or such a holder receives a notice described in Section 7.16(m)(ix)(C), such holder shall promptly deliver notice of such event to the CEO (or if such holder is the CEO, another senior officer of the Company) and to the Class A Representative.  Such holder thereafter shall use commercially reasonable efforts to (i) keep the CEO (or such other senior officer of the Company) and the Class A Representative apprised of substantive developments relating to any such T ax Proceeding (to the extent relating to such Related Tax Liability), and (ii) consult in good faith with the Class A Representative concerning the conduct of such Tax Proceeding to the extent  relating to such Related Tax Liability (including with respect to any written materials to be furnished to the applicable tax authority with respect to such Related Tax Liability in such Tax Proceeding).  In the conduct of any such Tax Proceeding, such holder of Class B Shares or Class C Shares shall act in good faith in settling, compromising or otherwise resolving (including with respect to the decision of whether or not to settle, compromise or otherwise resolve) such Tax Proceeding with a view to the merits and as if such holder were the sole party in interest.  The Company shall pay and/or reimburse a holder of Class B Shares or Class C Shares for an amount equal in the aggregate to the quotient obtained by dividing (x) the reasonable and documented out-of-pocket expenses incurred by such holder in connection with a Tax Proceeding (to the extent such Tax Proceeding relates to such Related Tax Liability or a Recast Tax Liability) by (y) an amount, expressed as a percentage, equal to one hundred percent (100%) minus the Earned Income Tax Rate for such holder (it being understood that such amount will be taxable compensation to the recipient).

(d)                                 Without in any way limiting Section 7.16(a), in the event that a holder of Class B Shares or Class C Shares intends to file an Income Tax return reflecting a Specified Income Tax (in accordance with Section 7.16(a)) and either (x) a Substantial Authority Opinion has been rendered in a calendar year by the deadline specified in Section 7.16(e)(ii) or within the 14-day period specified in clause (q) of the first proviso of Section 7.16(a) or (y) following an Opinion Event, an Alternative Authority Opinion has been delivered within the 14-day period specified in clause (r) of the fir st proviso of Section 7.16(a), such holder shall (i) at least 30 days prior to filing such Income Tax return (the “Specified Income Tax Return Filing Date”), provide

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notice of such intention to the Class A Representative and a schedule setting forth in reasonable detail the calculation of the Specified Income Tax reflected on such Income Tax return to the Class A Representative for its review and comment, (ii) consult in good faith with the Class A Representative concerning the calculation of such Specified Income Tax before filing such Income Tax return and (iii) consider in good faith all comments received from the Class A Representative at least 15 days prior to the Specified Income Tax Return Filing Date with respect to the calculation of such Specified Income Tax.

(e)                                  The Company shall, at the Company’s sole expense, use commercially reasonable efforts to obtain a Substantial Authority Opinion that is rendered to or for the benefit of the Class B Shareholders and Class C Shareholders each calendar year commencing with the calendar year during which the Incorporation occurs prior to March 1st of each such calendar year (or, in the case of the calendar year during which the Incorporation occurs, within 30 days following the Incorporation).  In the event that a Substantial Authority Opinion has not been so rendered by March 1st of a calendar year (or, in the case of the calendar year during which the Incorporation occurs, within 30 days following the Incorporation), (i) on March 1st of such calendar year (or, in the case of the calendar year during which the Incorporation occurs, on the 30th day following the Incorporation) (or, if such date is not a Business Day, the next succeeding Business Day) the Company shall give the Class A Representative written notice that a Substantial Authority Opinion has not been rendered and (ii) the Class A Representative shall have 30 days from the date of receipt of such notice in which it may obtain a Substantial Authority Opinion.

(f)                                    (i)                                     Notwithstanding anything to the contrary contained herein, if, on or after the earliest to occur of the Mandatory Conversion Date with respect to the applicable Series and the date on which no Class A Shares remain outstanding with respect to the applicable Series (the date on which such earliest event occurs, the “Specified Date”), (x) the Remaining Loan Amount of any Cash Loan issued to an Affected Class B/C Holder by holders of Class A Shares of the applicable Series pursuant to Section 7.16(h) is greater than zero or (y) the Remaining Amount in respect of any accelerated conversion of shares of the applicable Series of any Affected Class B/C Holder pursuant to Section D.3 of Article Fourth of the Charter is greater than zero, then the holders of Class A Shares of the applicable Series on the Specified Date (the “Specified Class A Holders”) shall be entitled to a pro rata portion of all Tax Benefits of such Affected Class B/C Holder (net of Taxes incurred by reason of  the realization of such Tax Benefits by such Affected Class B/C Holder), pro rata based on (and not in excess of) the aggregate amount of Remaining Loan Amounts and Remaining Amounts in respect of such applicable Series related to such Affected Class B/ C Holder, relative to the aggregate amount of Remaining Loan Amounts and Remaining Amounts in respect of each other Series related to such Affected Class B/C Holder.  Such Affected Class B/C Holder shall promptly pay (or cause to be promptly paid) in cash to such Specified Class A Holders such pro rata portion of such Tax Benefits.

(ii)                                  If, on a given date on which (A) the Remaining Loan Amount of any Cash Loan (if any) with respect to a Series is greater than zero and/or the Remaining Amount in respect of any Accelerated Conversion (if any) with respect to a Series is

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greater than zero and (B) the Deemed Conversion Value (as defined below) with respect to such Series is less than one hundred ten percent (110%) of the sum of any such Remaining Loan Amount and Remaining Amount with respect to such Series, then, from and after such date, until such time as the Deemed Conversion Value equals or exceeds one hundred ten percent (110%) of the sum of such Remaining Loan Amount and Remaining Amount, such Affected Class B/C Holder shall, at the expense of the holders of Class A Shares of each applicable Series, (A) cooperate with, and shall use commercially reasonable efforts to take all steps reasonably requested by such holders of Class A Shares who are or were Investor Shareholders to realize such Tax Benefits (including, for the avoidance of doubt, filing an amended tax return, fil ing a tax refund claim, commencing and prosecution of a Tax Proceeding, providing access to books and records and furnishing relevant tax information), provided that such Affected Class B/C Holder shall not be required to take any position unless such holders of Class A Shares provide an opinion of a nationally recognized law firm or accounting firm that is rendered to or for the benefit of such Affected Class B/C Holder and on which such Affected Class B/C Holder is permitted to rely to the effect that there is a reasonable basis in law and fact for such position, (B) keep such holders of Class A Shares apprised of substantive developments relating to any such Tax Proceeding, (C) consult in good faith with such holders of Class A Shares concerning the conduct of such Tax Proceeding (to the extent relating to such Tax Benefits) before taking any significant action in such Tax Proceeding, (D) provide such holders of Class A Shares with a copy of, and opportunity to comment on, any written materials to be furnished to the applicable tax authority with respect to such Tax Benefits at least ten (10) days prior to the time such materials are furnished to such tax authority, (E) reasonably consider all comments from such holders of Class A Shares (subject to the proviso set forth in clause (A)), (F) allow the Class A Representative to participate in such Tax Proceeding (to the extent relating to such Tax Benefits) and (G) not settle any such Tax Proceeding (to the extent relating to such Tax Benefits) without the prior consent of such holders of Class A Shares (which consent shall not be unreasonably withheld, conditioned or delayed).  The holders of such Class A Shares shall use commercially reasonable efforts to preserve the privacy of such Affected Class B/C Holder in connection with realizing such Tax Benefits (including, as may be appropriate under the circumstances, by using third-party advisors) and such Affected Class B/C Holder shall be entitled to redact information irrelevant to such Tax Benefi ts in the tax documentation furnished to such holders of Class A Shares to preserve privacy.

(g)                                 The Company and each of the holders of Class B Shares or Class C Shares shall, and shall cause their respective Affiliates, officers, employees, agents and representatives to reasonably cooperate with the Class A Representative and/or the holders of Class A Shares with respect to matters relating to Related Tax Liabilities, Tax Benefits and Recast Tax Liabilities.  Without limiting the foregoing, the Company and each Affected Class B/C Holder shall furnish to the Class A Representative and the Independent Accountant such work papers and other documents and information, to the extent such work papers, do cuments and information directly pertain to an Accelerated Conversion Notice or an Accelerated Conversion Calculation Notice, as the Class A Representative or the Independent Accountant may reasonably request; provided that an Affected Class B/C Holder shall be entitled to redact information irrelevant to Related Tax Liabilities in the tax documentation furnished to the Class

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A Representative and the Independent Accountant to preserve privacy.  The Company and each of the holders of Class B Shares or Class C Shares shall preserve and keep, or caused to be preserved and kept, all tax returns and supporting documentation (and any other records relating thereto) relating to any Related Tax Liabilities, Tax Benefits and Recast Tax Liabilities in its possession for the applicable statute of limitations.

(h)                                 (i)  Notwithstanding anything to the contrary contained herein, in the event that an Affected Class B/C Holder delivers an Accelerated Conversion Notice pursuant to Section D.3 of Article Fourth of the Charter and would otherwise be entitled, pursuant to Section D.3(b)(iii) and Section D.3(c) of Article Fourth of the Charter, to an accelerated conversion of its Class B Shares and/or Class C Shares of a Series and related issuance of Class P Shares (an “Accelerated Conversion”), the holders of Class A Shares of such Series may elect, pursuant to a written notice delivered to the Company and such Affected Class B/C Holder within four (4) Business Days following the date on which the Final Accelerated Conversion Calculation Notice becomes binding and conclusive pursuant to Section D.3 of Article Fourth of the Charter (such election, a “Cash Loan Election”), to make a non-interest bearing loan, which loan shall be fully nonrecourse, in an amount equal to such Series’ portion of the Grossed Up Excess Amount for such Series in cash to such Affected Class B/C Holder (each, a “Cash Loan”, each Affected Class B/C Holder to which a Cash Loan is made, the “Borrower” under such Cash Loan, and the holders of Class A Shares that make such Cash Loan, the “Lenders” under such Cash Loan), subject the terms and conditions of this Section 7.16(h) and in lieu of any Accelerated Conversion being made to such Affected Class B/C Holder with respect to such Series.  Such Serie s’ portion of such Grossed-Up Excess Amount shall be the sum of the Series Applicable Amount and the Series Gross-Up Amount in respect of such Series (as finally determined pursuant to Section D.3 of Article Fourth of the Charter, but with the Series Gross-Up Amount calculated without regard to clause (y) of Section D.3(e) of Article Fourth of the Charter), subject to a maximum cap equal to the product of (x) the number of Class P Shares determined in Section D.3(b)(iii)(B) with respect to such Series and (y) the Mandatory Conversion Date Per Share Value determined in Section D.3(b)(iii)(B) (“Cash Loan Amount”).  Each applicable Affected Class B/C Holder hereby acknowledges and agrees that with respect to any Cash Loan it shall, prior to the funding of such Cash Loan, execute customary documentation for such Cash Loan, including customary documents for the purpose of establishing a security interest in favor of the Lenders in such hold er’s Class B Shares and Class C Shares of the applicable Series and the proceeds thereof, that is consistent with the terms of this Section 7.16 and paragraph (ii) immediately below (collectively, the “Loan Documentation”); provided that such Affected Class B/C Holder shall not be required to execute any such customary documentation and the holders of Class A Shares of such Series shall not be entitled to make a Cash Loan Election, in each case if the Class A Representative and such Affected Class B/C Holder shall not have agreed, prior to the making of the Cash Loan Election, to such customary documentation; provided, further, however, that forms of Loan Documentation that shall have, on or after the date hereof, been provided by the Class A Representative and consented to by the holders of Class B Shares and Class C Shares representing a majority of the Total Voting Power then held by the holders of Class B Shares and Class C Shares (taken as a whole), such consent not to be un reasonably

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withheld, conditioned or delayed, shall be deemed to be “customary documentation” agreed to by such Affected Class B/C Holder for purposes of this Section 7.16(h)(i).  Subject to execution of the Loan Documentation, the holders of Class A Shares of the applicable Series shall fund the applicable Cash Loan Amount to the applicable Borrower, and pay to the applicable Borrower the amount described in Section 7.16(h)(iii)(A), in each case no later than five (5) days following the delivery of the applicable Cash Loan Election.  The Lenders shall use commercially reasonable efforts to deliver to the Company and the applicable Borrower a Substantial Authority Recast Opinion with respect to the Cash Loan made to such Borrower at the time such Cash Loan is made (which opinion, for the avoidance of doubt, shall be obtained at the expense of the Lenders).  If the Company shall h ave received such Substantial Authority Recast Opinion at such time, the Company shall be obligated to treat the Cash Loan as indebtedness for U.S. federal income tax purposes (other than in connection with a good faith settlement by the Company of a tax proceeding of the Company in respect of the treatment by the Company of the Cash Loan as indebtedness for U.S. federal income tax purposes), provided that, for clarity, if the Company shall not have received such Substantial Authority Recast Opinion at such time, the Company shall not be so obligated.

(ii)                                  Without limiting the other provisions of this Section 7.16, including Section 7.16(f), each Cash Loan shall be due and payable on June 30, 2015, subject to mandatory prepayment as described this Section 7.16(h)(ii).  Each Class B Shareholder and each Class C Shareholder hereby acknowledges and agrees that at any time when the Remaining Loan Amount of any Cash Loan is greater than zero, the following amounts shall, pursuant to the security arrangement referred to in paragraph (i) above, be repaid to the Lenders and accordingly applied toward the then outstanding balance o f such Cash Loan:  (I) any Distribution made in respect of the Borrower’s shares held as security for the Cash Loan, net of an amount equal to the product of the Assumed Tax Rate and the amount of such Distribution (which amount shall be remitted to the Borrower) and (II) any After-Tax Sale Proceeds received from the sale of Class P Shares issued upon conversion of the Borrower’s shares held as security for the Cash Loan, which the Borrower, pursuant to the Loan Documentation, shall irrevocably authorize the Lenders to sell for cash on its behalf as soon as reasonably practicable following the issuance thereof. Within the later of five (5) days of receipt by such Lenders of written notice from the Borrower setting forth the Borrower’s tax basis (as determined for U.S. federal income tax purposes) in such Class P Shares or one (1) Business Day following the closing of such sale, such Lenders shall (x) notify such Borrower in writing, which notice shall certify that such sale occurred and s et forth the aggregate amount of proceeds of such sale and (y) remit to such Borrower an amount equal the amount described in clause (B) of the definition of After-Tax Sale Proceeds.  The “After-Tax Sale Proceeds” from a sale of Class P Shares shall equal the excess of (A) the Net Sale Proceeds from such sale over (B) the product of (i) the Assumed Tax Rate and (ii) the excess of (x) the Net Sale Proceeds of such sale over (y) such Borrower’s tax basis (as determined for U.S. federal income tax purposes) in such Class P Shares.

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(iii)          (A)          Simultaneously with the funding of any Cash Loan to a Borrower, the applicable Lenders shall pay to such Borrower in cash an amount equal to the quotient obtained by dividing (x) the product of (I) the amount, if any, includible in such Borrower’s income for U.S. federal income tax purposes due to the receipt of such Cash Loan pursuant to Section 7872 of the Code (the “Imputed Income”) and (II) the Earned Income Tax Rate for such Borrower by (y) an amount, expressed as a percentage, equal to one hundred percent (100%) minus the Earned Income Tax Rate for such Borrower.

(B)           In the event that any Remaining Loan Amount of a Cash Loan issued to a Borrower is discharged or cancelled for Income Tax purposes, the applicable Lenders of such Cash Loan shall, within ten (10) days of such discharge or cancellation, pay to such Borrower in cash an amount equal to the quotient obtained by dividing (x) the product of (I) the Remaining Loan Amount includible in such Borrower’s income for U.S. federal income tax purposes due to such discharge or cancellation and (II) the Earned Income Tax Rate for such Borrower by (y) an amount, expressed as a percentage, equal to one hundred percent (100%) minus the Earned Income Tax Rate for such Borrower, in each case assuming that any income attributable to the discharge or cancellation of such Cash Loan is ordinary in character.

(C)           The applicable Lenders of any Cash Loan issued to a Borrower shall indemnify such Borrower, on a fully grossed-up basis, for Income Taxes due (including in the form of withholding taxes) and the employee portion of employment Taxes due from such Borrower resulting from such Cash Loan not being respected as indebtedness for Income Tax purposes (“Recast Tax Liability”); provided that such Recast Tax Liability shall be determined on a “with and without” basis, and taking into account (i) the deductibility of state and local Income Taxes as applicable at the time for U.S. federal income tax purposes to the extent such state and local Income Taxes are actually deductible by the taxpayer and (ii) the deductibility of U.S. federal Income Taxes as applicable at the time for state and local Income Tax purposes to the extent such U.S. federal Income Taxes are actually deductible by the taxpayer.

(D)          Each holder of Class B Shares and Class C Shares hereby agrees (and upon becoming a Borrower of a Cash Loan shall reaffirm in writing to the applicable Lenders such agreement) not to take the position on any Tax return or in connection with a Tax Proceeding, that any Recast Tax Liability is due with respect any Cash Loan; provided that a Borrower of a Cash Loan shall not be prohibited by the foregoing from taking such position on any Tax return or in connection with a Tax Proceeding, subject to Section 7.16(h)(iii)(E) and (F), if (I) such Borrower has received from the Company an IRS Form W-2 treating such Cash Loan as compensation for U.S. federal income tax purposes or (II) (x) no Substantial Authority Recast Opinion with respect to such Cash Loan exists, (y) at least 60 days prior to taking such position, such Borrower provides the applicable Lenders with advance written notice of the absence of such Substantial Authority

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Recast Opinion and such Borrower’s intent to take such position and (z) the applicable Lenders fail to obtain a Substantial Authority Recast Opinion with respect to such Cash Loan within 30 days of receipt of such notice.

(E)           In the event a Tax Proceeding is commenced with respect to a Recast Tax Liability of a Borrower, such Borrower shall promptly deliver notice of such event to the applicable Lenders of the Cash Loan.  Such Borrower thereafter shall (i) keep such Lenders apprised of substantive developments relating to any such Tax Proceeding (to the extent relating to such Recast Tax Liability), (ii) consult in good faith with such Lenders concerning the conduct of such Tax Proceeding before taking any significant action in such Tax Proceeding (in each case to the extent relating to such Recast Tax Liability), (iii) provide such Lenders with a copy of, and opportunity to comment on, any written materials to be furnished to the applicable tax authority with respect to such Tax Proceeding (to the extent relating to such Reca st Tax Liability) at least ten (10) days prior to the time such materials are furnished to such tax authority, (iv) reasonably consider all comments from such Lenders, (v) allow the Class A Representative to participate in such Tax Proceeding (to the extent relating to such Recast Tax Liability) and (vi) not settle or resolve such Tax Proceeding (to the extent relating to such Recast Tax Liability) without the prior written consent of the applicable Lenders (not to be unreasonably withheld, conditioned or delayed).

(F)           Without in any way limiting Section 7.16(h)(iii)(D), in the event a Borrower intends to file an Income Tax return reflecting a Recast Tax Liability (in accordance with Section 7.16(h)(iii)(D)), such Borrower shall, at least 30 days prior to filing such Income Tax return (the “Filing Date”), provide notice to the applicable Lenders of the amount of the Recast Tax Liability to be reported on such Income Tax return and a schedule setting forth in reasonable detail the calculation thereof.  In the event that the applicable Lenders reasonably object to the calculation of such Recast Tax Liability in such proposed Income Tax return at least 15 days prior to the Filing Date of such Income Tax return, the Borrower and such Lenders shall seek in good faith to resolve such dispute.  I n the event such Borrower and Lenders are unable to resolve such dispute at least 10 days prior to the Filing Date of such Income Tax return, such dispute shall be resolved by the Independent Accountant prior to the Filing Date of such Income Tax return, and such Borrower shall revise such Income Tax return (or shall cause such Income Tax return to be revised) to reflect the resolution by the Independent Accountant.  The costs of conducting the dispute resolution contemplated by this Section 7.16(h)(iii)(F), including the fees of the Independent Accountant, shall be paid by such Lenders.

(G)           The applicable Lenders shall be entitled to any refund or credit of Recast Tax Liability (net of Taxes incurred by reason of the realization of such refund or credit by such Borrower) and any Imputed Income Tax Benefits.  The Borrower shall promptly pay (or cause to be promptly paid) to such Lenders the amount of any such refund or credit realized by such Borrower (net of Taxes

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imposed on the realization of such refund or credit by such Borrower) and any Imputed Income Tax Benefits.  At the expense of such Lenders, the Borrower shall cooperate with, and shall take all steps reasonably requested by such Lenders to realize such refund or credit and any Imputed Income Tax Benefits (including, for the absence of doubt, filing an amended tax return, filing a tax refund claim, commencing and prosecution of a Tax Proceeding, providing access to books and records and furnishing relevant tax information), provided that (i) such Borrower shall not be required to take any position unless such Lenders provide an opinion of a nationally recognized law firm or accounting firm that is rendered to or for the benefit of such Borrower and on which such Borrower is permitted to rely that there is a reasonable basis in law and fact for such position, and (ii) with respect to a ny Imputed Tax Benefits, such Lenders indemnify such Borrower, on a fully grossed up basis, for Taxes incurred by reason of the disallowance of any Imputed Income Tax Benefits so claimed and paid over to such Lenders under this Section 7.16(h)(iii)(G).

(i)            Notwithstanding Section 3.8, in the event that (i) the Affected Class B/C Holder in respect of any Accelerated Conversion with a Remaining Amount greater than zero or (ii) the Affected Class B/C Holder that is the Borrower under any Cash Loan with a Remaining Loan Amount greater than zero, would be required to forfeit any or all of its Class B Shares of the applicable Series pursuant to Section 3.8(b) (taking into account Section 3.8(e)(i) and Section 3.8(e)(ii)), such Affected Class B/C Holder shall retain all of his or her Class B Shares of such Series until the transaction or event, including a mandatory conversion event or distribution, has occurred that causes the Remaining Amount or Remaining Loan Amount, respectively, to equal zero.  Upon such transaction or event, all Class B Shares of the applicable Series held by such Affected Class B/C Holder shall be, to the extent such Class B Shares were otherwise required to be forfeited pursuant to Section 3.8 but for the application of this Section 7.16(i), immediately forfeited.  Such forfeited Class B Shares shall automatically become treasury shares and the Company shall immediately transfer such forfeited New Class B Shares to the Class B Trust.  All value (including Class P Shares issued upon conversion of such Class B Shares), earnings and/or proceeds with respect to such New Class B Shares shall be paid to the Class B Trust until distributed in accordance with Section 3.8(g).  For the avoidance of doubt, with respect to any and all value (including Class P Shares issued upon conversion of such Class B Shares), earnings and/or proceeds in excess of the amount of value (including Class P Shares issued upon conversion of such Class B Shares), earnings and/or proceeds required pursuant to Section 7.16(h)(ii) to cause the Remaining Amount or Remaining Loan Amount, respectively, to equal zero, the Company shall immediately distribute and/or issue, and each such Affected Class B/C Holder hereby fully and irrevocably consents to the Company immediately distributing and/or issuing, any such excess to the Class B Trust.

(j)            Within one (1) Business Day following the closing of the sale by any Affected Class B/C Holder that has received an Accelerated Conversion of the number of Class P Shares that such holder agreed to sell in an Accelerated Conversion Notice, such holder shall so notify the Class A Representative in writing, which notice shall certify that such sale occurred.  In the event that an Affected Class B/C Holder is accelerated or advanced value pursuant to an Accelerated Conversion or a Cash Loan, but does not actually pay in cash the

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Related Tax Liability (or reduce a refund of Income Taxes otherwise receivable in cash by the Related Tax Liability) giving rise to such Accelerated Conversion or Cash Loan, such Affected Class B/C Holder shall, within 30 days following the date that it is determined that such Related Tax Liability was not so paid (or offset), (i) if such Affected Class B/C Holder has a Remaining Amount with respect to such Accelerated Conversion, such Affected Class B/C Holder shall return to the Company, for the benefit of the holders of the Class A Shares, Class B Shares and Class C Shares of the same Series (which the parties agree shall be applied with a view towards, to the extent possible and without affecting the obligations of such Affected Class B/C Holder under this Section 7.16(j), placing such holders in the same economic position (with respect to the relative economic rights of holders of Class A Shares, Class B Shares and Class C Shares of such Series) as if such Accelerated Conversion had not occurred), an amount of cash, a number of Class P Shares, or a combination thereof, having an aggregate value (in the case of Class P Shares, based on the VWAP of one share of Class P Common Stock during the ten (10) trading days ending on the close of business on the trading day immediately preceding the date of such determination) equal to such Remaining Amount with respect to such Accelerated Conversion and (ii) if such Affected Class B/C Holder has a Remaining Loan Amount with respect to such Cash Loan, such Cash Loan shall become a recourse obligation of such Affected Class B/C Holder that is due and payable in full, and such Affected Class B/C Holder shall repay such Cash Loan in full, within 30 days following the date of such determination.

(k)           Notwithstanding anything to the contrary contained herein, no (i) Affected Class B/C Holder in respect of any Accelerated Conversion with a Remaining Amount greater than zero or (ii) Affected Class B/C Holder that is the Borrower under any Cash Loan with a Remaining Loan Amount greater than zero, may Transfer (including by operation of law, other than by reason of the death of such holder) any Class B Shares or Class C Shares of the applicable Series, in each case except for a Transfer of Class B Shares and/or Class C Shares of such Series (“Affected Shares”) to a Permitted Transferee to the extent that (1) such Transfer is otherwise permitted by and in accordance with Article II of this Agreement and (2) such Permitted Transferee acknowledges that such A ffected Shares are burdened by and subject to such Remaining Amount or Remaining Loan Amount, as applicable, and agrees to be bound by the provisions this Section 7.16 and Section D.3 of Article Fourth of the Charter relating to the reduction and recoupment (by the holders of the applicable shares of such Series) of such Remaining Amount or Remaining Loan Amount, as applicable, to the same extent as the applicable Affected Class B/C Holder, and that such Affected Shares shall be treated for all purposes under such provisions as though such Affected Shares were still held by such Affected Class B/C Holder.

(l)            Each Class B Shareholder and Class C Shareholder agrees to take such actions as shall be reasonably requested by the Company for the purpose of implementing the last sentence of Section D.3(d) of Article Fourth of the Charter, including a contribution to the capital of a portion of the Class B Shares or Class C Shares, as applicable, held by such holder.

(m)          For purposes of this Section 7.16:

(i)            “Alternative Authority Opinion” shall mean an opinion (A) rendered by a nationally recognized law firm or accounting firm to or for the benefit of

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the Class B Shareholders and Class C Shareholders and on which such Class B Shareholders and Class C Shareholders are permitted to rely, (B) that concludes, on the basis of the facts, representations and assumptions set forth therein (which are consistent with the requirements of Treas. Reg. § 1.6664-4(c) or any successor provision that sets forth the requirements for an opinion that may be relied upon in good faith to avoid the incurrence of accuracy-related penalties under the Code), that Substantial Authority exists for a position with respect to the reporting or the manner of calculating the amount of dividend income that a holder of Class B Shares or Class C Shares of a Series will be required to include in such holder’s gross income pursuant to Section 305(b)(2) of the Code and (C) with respect to which the Class B Shareholders and Class C Shareholders have not been notified that such opinion can no longer be relied upon as of the close of the taxable year in respect of which such position is taken by such Class B Shareholder or Class C Shareholder or the date of filing of a tax return that reflects such position for such taxable year;

(ii)           “Code” shall mean the Internal Revenue Code of 1986, as amended;

(iii)          “Deemed Conversion Value” shall mean, with respect to each Series, an amount equal to the product of (i) the number of Class P Shares that the applicable Affected Class B/C Holder would receive in conversion of its shares of such Class B Series and/or such Class C Series pursuant to Section D.1 of Article Fourth of the Charter (for the avoidance of doubt, taking into account Section D.3(d) of Article Fourth of the Charter with respect to any prior accelerated conversion under Section D.3 of Article Fourth of the Charter) were (x) the Final Mandatory Conversion Date deemed to occur on the date immediately preceding the date of determination and (y) the Mandatory Conversion Date Per Share Value deeme d to be equal to the VWAP of one share of Class P Common Stock during the ten (10) trading days ending on the close of business on the trading day immediately preceding the date of determination (the “Deemed Conversion Per Share Value”) and (ii) the Deemed Conversion Per Share Value.

(iv)          “Earned Income Tax Rate” with respect to any Person shall mean the sum of (x) the Assumed Tax Rate for such Person and (y) the rate attributable to the employee portion of any employment Tax;

(v)           “Imputed Income Tax Benefit” shall mean any item of loss, deduction, credit or any other tax item relating to (or arising from any event giving rise to) Imputed Income with respect to a Cash Loan that decreases Taxes paid or payable by the applicable Borrower (other than any item taken into account in the computation of an Assumed Tax Rate, including any deduction of state and local Income Taxes for U.S. federal Income Tax purposes); provided that any item described in the foregoing shall constitute a Tax Benefit only if and when such item has been actually realized in cash or such item decreases Taxes otherwise payable in cash (in each case, as determined on a “with and without” basis);

(vi)          the “Loan Repayment Amount” with respect to any Cash Loan shall mean the aggregate of the net amount of Distributions paid to the Lenders of such

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Cash Loan pursuant to Section 7.16(h)(ii)(A) and the net proceeds of the sale of any Class P Shares received by such Lenders pursuant to Section 7.16(h)(ii)(B), as calculated from time to time;

(vii)         the “Remaining Loan Amount” with respect to any Cash Loan shall mean the amount, if any, by which the applicable Cash Loan Amount exceeds the related Loan Repayment Amount and any amount of Tax Benefits remitted to the Lenders of such Cash Loan by the Borrower with respect to such Remaining Loan Amount, as calculated from time to time;

(viii)        “Substantial Authority” shall have the meaning assigned to such term in Section 6662(d)(2)(B) of the Code and Treas. Reg. § 1.6662-4(d) or any successor provisions that set forth the standard to avoid the incurrence of accuracy-related penalties under the Code;

(ix)           “Substantial Authority Opinion” shall mean an opinion (A) rendered by a nationally recognized law firm or accounting firm to or for the benefit of the Class B Shareholders and Class C Shareholders and on which such Class B Shareholders and Class C Shareholders are permitted to rely, (B) that concludes, on the basis of the facts, representations and assumptions set forth therein (which are consistent with the requirements of Treas. Reg. § 1.6664-4(c) or any successor provision that sets forth the requirements for an opinion that may be relied upon in good faith to avoid the incurrence of accuracy-related penalties under the Code), that Substantial Authority exists for the position that a holder of Class B Shares or Class C Shares of a Series will not be requir ed to include in such holder’s gross income an amount of dividend income pursuant to Section 305(b)(2) of the Code by reason of a distribution of cash or other property to the holders of shares of such Series, and (C) with respect to which the Class B Shareholders and Class C Shareholders have not been notified that such opinion can no longer be relied upon as of the close of the taxable year in respect of which such position is taken by such Class B Shareholder or Class C Shareholder or the date of filing of a tax return that reflects such position for such taxable year;

(x)            “Substantial Authority Recast Opinion” shall mean, with respect to a Cash Loan, an opinion (A) rendered by a nationally recognized law firm or accounting firm to or for the benefit of the Company and the Borrower of such Cash Loan and on which the Company and such Borrower are permitted to rely, (B) that concludes, on the basis of the facts, representations and assumptions set forth therein (which are consistent with the requirements of Treas. Reg. § 1.6664-4(c) or any successor provision that sets forth the requirements for an opinion that may be relied upon in good faith to avoid the incurrence of accuracy-related penalties under the Code), that Substantial Authority exists for the position that such Cash Loan should be respected as indebtedness for U.S. federal income tax purposes and (C) with respect to which the Company or such Borrower has not been notified that such opinion can no longer be relied upon;

(xi)           “Tax Benefit” shall mean (A) any refund of a Related Tax Liability, (B) any item of loss, deduction, credit or any other tax item relating to (or arising from any event giving rise to) a Related Tax Liability that decreases Taxes paid or

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payable (other than any item taken into account in the computation of a Related Tax Liability, including any deduction of state and local Income Taxes for U.S. federal Income Tax purposes), and (C) any interest or penalty rebate relating thereto; provided that any item described in clause (A), (B) or (C) shall constitute a Tax Benefit only if and when such item has been actually realized in cash or such item decreases Taxes otherwise payable in cash (in each case, as determined on a “with and without” basis);

(xii)          “Tax Proceeding” shall mean any audit or examination of a federal, state, local or foreign Income Tax return of a holder or former holder of Class B Shares or Class C Shares, or any administrative or judicial proceeding relating to such Income Tax or such Income Tax return; and

(xiii)         all other capitalized terms that are used but not defined in this Section 7.16 shall have the meaning assigned to such terms in the Charter.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered, all as of the date first set forth above.

SCHEDULE [    ]

NON-COMPETE PERIODS

The Non-Compete Period for the period after an Executive Management Shareholder’s employment with the Company and its Subsidiaries shall be as set forth in the table below; provided, that the Non-Compete Period following an Executive Management Shareholder’s termination of employment shall be zero if an Executive Management Shareholder’s employment with the Company and its Subsidiaries terminates after May 31, 2015.  If an Executive Management Shareholder’s employment terminates on or prior to May 31, 2015, then such Executive Management Shareholder shall have the applicable Non-Compete Period for the period after such Executive Management Shareholder’s employment as set forth in the table below, which may extend past May 31, 2015.

2

3